Common use of Deliveries by Bxxxx Clause in Contracts

Deliveries by Bxxxx. At the Closing, Buyer shall deliver or cause to be delivered the following items: (a) to Seller, by wire transfer of immediately available funds, an amount equal to the Estimated Closing Date Consideration; (b) to the Persons entitled thereto, by wire transfer of immediately available funds to the account designated in writing by such recipient, such recipient’s portion of the Settlement Amounts; (c) to Seller, a certificate (the “Buyer Secretary Certificate”) dated as of the Closing Date, duly executed by the secretary or equivalent officer of Buyer, given by him or her on behalf of Buyer and not in his or her individual capacity, certifying as to: (i) an attached copy of the resolutions of the Board of Directors (or similar governing body) of Buyer authorizing and approving the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement and the Ancillary Agreements, and stating that such resolutions have not been amended, modified, revoked or rescinded; (ii) the incumbency, authority and specimen signature of each officer of Buyer executing this Agreement or any Ancillary Agreement on behalf of Buyer; and (iii) true and complete attached copies of the Organizational Documents of Buyer; (d) to Seller, a certificate of the Delaware Secretary of State as to the good standing of Buyer in such jurisdiction as of the most recent practicable date; (e) to Seller, a certificate of an executive officer of Buyer (the “Buyer Closing Certificate”), given by him or her on behalf of Bxxxx and not in his or her individual capacity, to the effect that the conditions set forth in Section 8.3(a) and Section 8.3(b) have been satisfied; and (f) the Transition Services Agreement, duly executed by Bxxxx.

Deliveries by Bxxxx. At the Closing, Buyer shall deliver or cause to be delivered the following itemsto Seller: (ai) to Sellerthis Agreement, duly executed by wire transfer of immediately available funds, an amount equal to the Estimated Closing Date ConsiderationBxxxx; (bii) to the Persons entitled thereto, by wire transfer of immediately available funds to the account designated amounts set forth in writing by such recipient, such recipient’s portion of the Settlement AmountsSection 1.2; (ciii) to Sellerthe Bill of Sale; Assignment and Assumption Agreement, a certificate duly executed by Bxxxx; (iv) employment agreements by and between each of Pxxx Xxxx, Exxx Xxxxxxx, and Kxx Xxxx (the “Key Employment Agreements”), duly executed by Bxxxx, as well as employment agreements, following substantially the same form set forth on Exhibit B, duly executed by Buyer Secretary Certificatein respect of the Offered Employees who have accepted Buyer’s offer of employment under Section 5.5 (the “Offered Employee Employment Agreements”); (v) a certificate of a director of Buyer, dated as of the Final Closing Date, duly executed by the secretary or equivalent officer (A) attaching true and correct copies of Buyer’s certificates of incorporation, given by him or her on behalf of Buyer constitution and not in his or her individual capacity, certifying share register as to: (i) an attached copy of the Final Closing Date; (B) attaching resolutions of the Board board of Directors (or similar governing body) directors of Buyer authorizing and approving the execution, delivery and performance of, of this Agreement and each of the other transaction documents and the consummation of the transactions contemplated by, this Agreement hereby and the Ancillary Agreements, thereby; and stating (c) certifying that such resolutions have not been amended, modified, revoked terminated or rescinded; (ii) the incumbency, authority and specimen signature of each officer of Buyer executing this Agreement or any Ancillary Agreement on behalf of Buyer; and (iii) true and complete attached copies of the Organizational Documents of Buyersuperseded; (dvi) to Sellera deed of assignment of lease, a certificate in the form attached hereto as Exhibit G (the “Deed of the Delaware Secretary Assignment of State Lease”), duly executed by Bxxxx (as to the good standing of Buyer in such jurisdiction as of the most recent practicable dateassignee); (evii) to Sellera transitional services deed, a certificate of an executive officer of Buyer in the form mutually agreed by Bxxxx and Seller (the “Buyer Closing CertificateTransition Services Deed”), given by him or her on behalf of Bxxxx and not in his or her individual capacity, to the effect that the conditions set forth in Section 8.3(a) and Section 8.3(b) have been satisfied; and (f) the Transition Services Agreement, duly executed by Bxxxx; and (viii) deeds (in a form acceptable to Buyer) between Buyer and each of Matrex Limited, Cloud Computing Continuation Services Limited and 100.Xxxxx Limited placing confidentiality and non-compete obligations on each of Matrex Limited, Cloud Computing Continuation Services Limited and 100.Xxxxx Limited on the same terms as the confidentiality obligations contained in Section 5.2 and the non-compete obligations contained in Section 5.3, duly executed by Buyer.

Deliveries by Bxxxx. At the Closing, Buyer shall deliver or cause to be delivered to Sellers the following items: (a) to Seller, by wire transfer of immediately available funds, an amount equal to the Estimated Closing Date Consideration; (b) to the Persons entitled theretoBill of Sale, duly executed by wire transfer of immediately available funds to the account designated in writing by such recipient, such recipient’s portion of the Settlement AmountsBxxxx; (c) to Sellerthe TSA, duly executed by Bxxxx; (d) the Workspace Assignment, duly executed by Bxxxx; (e) the IP Assignment, duly executed by Bxxxx; (f) the Equity Interest Assignment, duly executed by Bxxxx; (g) a certificate (the “Buyer Secretary Officer Certificate”) dated as of the Closing Date, duly executed by the secretary or equivalent an officer of Buyer, given by him or her on behalf of Buyer and not in his or her individual capacity, certifying as to: (i) an attached copy to the effectiveness of the resolutions of the Board of Directors (or similar governing body) Governing Body of Buyer authorizing and approving the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement Agreement, and stating that such resolutions have not been amended, modified, revoked or rescinded; (h) a certificate of the Secretary of State of the State in which Bxxxx is organized as to the good standing of Buyer in such jurisdiction as of a reasonably recent date; (i) a certificate (the “Guarantor Officer Certificate”) dated as of the Closing Date, duly executed by an officer of the Guarantor, given by him or her on behalf of the Guarantor and not in his or her individual capacity, certifying as to the effectiveness of the resolutions of the Governing Body of the Guarantor authorizing and approving the execution, delivery and performance of, and the Ancillary Agreementsconsummation of the transactions contemplated by, this Agreement, and stating that such resolutions have not been amended, modified, revoked or rescinded; and (iij) the incumbency, authority and specimen signature of each officer of Buyer executing this Agreement or any Ancillary Agreement on behalf of Buyer; and (iii) true and complete attached copies a Cxxxxxxxxx de Situación Fiscal of the Organizational Documents of Buyer; (d) to Seller, a certificate of the Delaware Secretary of State Finance and Public Credit of Mexico in which the Guarantor is organized as to the good standing of Buyer the Guarantor in such jurisdiction as of the most a reasonably recent practicable date; (e) to Seller, a certificate of an executive officer of Buyer (the “Buyer Closing Certificate”), given by him or her on behalf of Bxxxx and not in his or her individual capacity, to the effect that the conditions set forth in Section 8.3(a) and Section 8.3(b) have been satisfied; and (f) the Transition Services Agreement, duly executed by Bxxxx.

Deliveries by Bxxxx. At the Closing, Buyer shall deliver or cause to be delivered the following items: (a) to Seller, by wire transfer of immediately available fundsfunds to an account or accounts designated by Seller in writing, an amount equal to the Estimated Closing Date ConsiderationNet Purchase Price, to the account specified in writing by Seller no later than two (2) Business Days prior to the Closing Date; (b) to Seller, the Persons entitled theretoAncillary Agreements to which Bxxxx is a party, if any, duly executed by wire transfer of immediately available funds to the account designated in writing by such recipient, such recipient’s portion of the Settlement AmountsBxxxx; (c) to Seller, a certificate (the “Buyer Secretary Certificate”) dated as of the Closing Date, duly executed by the secretary or equivalent officer of BuyerBxxxx, given by him or her on behalf of Buyer and not in his or her individual capacity, certifying as to: (i) an that attached copy thereto are true and complete copies of the resolutions of the Board of Directors (or similar governing body) of Buyer authorizing and approving the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement and the Ancillary AgreementsAgreement, and stating that such resolutions have not been amended, modified, revoked or rescinded; rescinded (ii) the incumbency, authority and specimen signature of each officer of “Buyer executing this Agreement or any Ancillary Agreement on behalf of Buyer; and (iii) true and complete attached copies of the Organizational Documents of BuyerSecretary Certificate”); (d) to Seller, a certificate of the Delaware Secretary of State as to the good standing of Buyer in such jurisdiction as of the most recent practicable date; (e) to Sellera copy of the Escrow Agreement, a certificate of an executive officer of Buyer (the “Buyer Closing Certificate”), given duly executed by him or her on behalf of Bxxxx and not in his or her individual capacity, to the effect that the conditions set forth in Section 8.3(a) and Section 8.3(b) have been satisfiedEscrow Agent; and (f) the Transition Services Board Member Agreement, duly executed by the Acquired Company; (g) the TSA, duly executed by the Acquired Company; (h) the Subscription Agreement, duly executed by Investment; (i) the Side Letter, duly executed by Bxxxx; and (j) to Seller, all of the Consents set forth on Schedule 3.3(h).